STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of _________________,

19____, by and between ____________________, (hereinafter referred to as "Seller") and

_____________________, (hereinafter referred to as "Purchaser");

W I T N E S S E T H:

WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares

of the capital stock of __________, (hereinafter referred to as the "Corporation"), a ________

corporation, which Corporation has issued capital stock of ____ shares of $________ par value

common stock, and

WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell

said stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained

in this Agreement, and in order to consummate the purchase and the sale of the Corporation's

Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE:

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction

contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser

certificates representing such stock, and the Purchaser shall purchase from the Seller the

Corporation's Stock in consideration of the purchase price set forth in this Agreement. The

certificates representing the Corporation's Stock shall be duly endorsed for transfer or

accompanied by appropriate stock transfer powers duly executed in blank, in either case with

signatures guaranteed in the customary fashion, and shall have all the necessary documentary

transfer tax stamps affixed thereto at the expense of the Seller.

The closing of the transactions contemplated by this Agreement (the "Closing"), shall be

held at ___________________, on ______________, at ______________, or such other place,

date and time as the parties hereto may otherwise agree.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE.

The total consideration and method of payment thereof are fully set out in Exhibit "A"

attached hereto and made a part hereof.

3. REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller hereby warrants and represents:

(a) Organization and Standing.

Corporation is a corporation duly organized, validly existing and in good standing under

the laws of the State of __________ and has the corporate power and authority to carry on its

business as it is now being conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to

the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens,

encumbrances, equities and other charges.

iii. There are no existing warrants, options, stock purchase agreements, redemption

agreements, restrictions of any nature, calls or rights to subscribe of any character relating to

the stock, nor are there any securities convertible into such stock.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.

Seller and Purchaser hereby represent and warrant that there has been no act or omission

by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the

parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the

transactions contemplated hereby.

5. GENERAL PROVISIONS

(a) Entire Agreement.

This Agreement (including the exhibits hereto and any written amendments hereof

executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and

understandings, oral and written, between the parties hereto with respect to the subject matter

hereof.

(b) Sections and Other Headings.

The section and other headings contained in this Agreement are for reference purposes

only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law.

This agreement, and all transactions contemplated hereby, shall be governed by,

construed and enforced in accordance with the laws of the State of ___________. The parties

herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of

subject matter jurisdiction located in ____________ County, State of _________. In the event that

litigation results from or arises out of this Agreement or the performance thereof, the parties agree

to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses,

whether or not taxable by the court as costs, in addition to any other relief to which the prevailing

party may be entitled.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual

parties hereto on the date first above written.

Signed, sealed and delivered in the presence of:

______________________________ _____________________________

______________________________

______________________________ _____________________________

______________________________

EXHIBIT "A"